No Election to Terminate. Mezzanine Borrower shall not permit Mortgage Borrower to elect to treat any of the Operating Agreements as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Mezzanine Lender’s prior written consent in the event a bankruptcy of a Fee Owner or any other party to an Operating Agreement. In addition, to the extent not prohibited by applicable law, Mezzanine Borrower shall cause Mortgage Borrower, in the event of a bankruptcy of Fee Owner or any other party to an Operating Agreement, to reaffirm and ratify the legality, validity, binding effect and enforceability of such Operating Agreement and shall remain in possession of the Property, the Leasehold Estate and the other rights granted pursuant to the Operating Agreements, notwithstanding any rejection thereof by Fee Owner, any other party to any Operating Agreement, or any trustee, custodian or receiver.
No Election to Terminate. Borrower shall not elect to treat any Ground Lease as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Lender's prior written consent in the event of any Fee Owner's bankruptcy. In addition, Borrower shall, in the event of any Fee Owner's bankruptcy, reaffirm and ratify the legality, validity, binding effect and enforceability of the applicable Ground Lease and shall remain in possession of the applicable Property and the applicable Leasehold Estate, notwithstanding any rejection thereof by such Fee Owner or any trustee, custodian or receiver.
No Election to Terminate. Borrower shall not elect to treat any of the Operating Agreements as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Lender’s prior written consent in the event a bankruptcy of a Fee Owner or any other party to an Operating Agreement. In addition, to the extent not prohibited by applicable law, Borrower shall, in the event of a bankruptcy of Fee Owner or any other party to an Operating Agreement, reaffirm and ratify the legality, validity, binding effect and enforceability of such Operating Agreement and shall remain in possession of the Property, the Leasehold Estate and the other rights granted pursuant to the Operating Agreements, notwithstanding any rejection thereof by Fee Owner, any other party to any Operating Agreement, or any trustee, custodian or receiver.
No Election to Terminate. If Buyer does not exercise the option to terminate this Agreement, neither Buyer nor Seller shall have the right to terminate this Agreement. However, Buyer shall be entitled to receive and keep at Close of Escrow all insurance proceeds, in the event of a casualty, and all rights to receive future awards, in the case of a taking by condemnation or eminent domain with respect to the Property, and Close of Escrow shall be consummated pursuant to the terms hereof without any reduction in the Purchase Price. Until the Close of Escrow or the earlier termination of this Agreement by Buyer, all such insurance proceeds and awards shall be deposited with Title Company into Escrow, for disbursement in accordance with the foregoing provisions.
No Election to Terminate. Borrower shall not elect to treat the REAs as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Lender's prior written consent in the event a bankruptcy of any party to the REAs. In addition, to the extent not prohibited by applicable law, Borrower shall, in the event of a bankruptcy of any party to the REAs, reaffirm and ratify the legality, validity, binding effect and enforceability of the REAs and shall remain in possession of the Property and the rights granted pursuant to the REAs, notwithstanding any rejection thereof by any party to the REAs, or any trustee, custodian or receiver.
No Election to Terminate. If Buyer does not exercise the option to terminate this Agreement, or does not have the option pursuant to the express provisions of this Section 13, neither Buyer nor Seller shall have the right to terminate this Agreement; however, Buyer shall be entitled to receive and keep at Close of Escrow all insurance proceeds, in the event of any casualty that occurs during the Contract Period, and all rights to receive awards, in the case of a taking by condemnation or eminent domain that occurs during the Contract Period with respect to the Property, regardless of when paid and regardless of whether paid to Buyer or Seller, and Close of Escrow shall be consummated pursuant to the terms hereof. There shall be no reduction of the Purchase Price as a result of the casualty or condemnation. Definition of Materiality.
No Election to Terminate. No Loan Party shall permit, acquiesce or elect to treat any Ground Lease as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Administrative Agent’s prior written consent in the event a bankruptcy of the Ground Lease Fee Owner or any other party to the Ground Lease. In addition, to the extent not prohibited by applicable law, in the event of a bankruptcy of the Ground Lease Fee Owner or any other party to any Ground Lease, the Leasehold Holder shall promptly reaffirm and ratify the legality, validity, binding effect and enforceability of the Ground Lease and remain in possession of the Ground Lease Parcel, the related Leasehold Estate and the other rights granted pursuant to the Ground Lease, notwithstanding any rejection thereof by the Ground Lease Fee Owner, any other party to the Ground Lease, or any trustee, custodian or receiver.
No Election to Terminate. Neither Borrower or Leasehold Holder shall permit, acquiesce, elect or consent to treat any Management Agreement as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Administrative Agent’s prior written consent in the event a bankruptcy of Borrower, Leasehold Holder, any Manager or any other party to any Management Agreement.
No Election to Terminate. Borrower shall not permit a Ground Lessee to elect to treat a Ground Lease as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without Administrative Agent’s prior written consent in the event of Fee Owner’s bankruptcy. In addition, Borrower shall, in the event of Fee Owner’s bankruptcy, cause the applicable Ground Lessee to reaffirm and ratify the legality, validity, binding effect and enforceability of the applicable Ground Lease and to remain in possession of the Ground Lessee’s leasehold estate and any Improvements, notwithstanding any rejection thereof by Fee Owner or any trustee, custodian or receiver.
No Election to Terminate. Neither Borrower nor any PropCo Subsidiary shall elect to treat any of the Operating Agreements as terminated, canceled or surrendered pursuant to the applicable provisions of the Bankruptcy Code (including, without limitation, Section 365(h)(1) thereof) without the Administrative Agent’s prior written consent in the event a bankruptcy of a Fee Owner or any other party to an Operating Agreement. In addition, to the extent not prohibited by applicable law, Borrower shall, and shall cause the PropCo Subsidiaries to, in the event of a bankruptcy of Fee Owner or any other party to an Operating Agreement, reaffirm and ratify the legality, validity, binding effect and enforceability of such Operating Agreement and remain in possession of the Borrowing Base Properties and the other rights granted pursuant to the Operating Agreements, notwithstanding any rejection thereof by Fee Owner, any other party to any Operating Agreement, or any trustee, custodian or receiver, unless, in the case of any REA, the failure to do so would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
